Cigna 2012 Annual Report Download - page 153

PART III
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
The following table presents information regarding Cigna’s equity compensation plans as of December 31, 2012:
(c)
(3)
Securities Remaining(b)
(2)
Weighted Average Available For Future(a)
(1)
Securities To Be Issued Exercise Price Per Issuance Under Equity
Upon Exercise Of Share Of Compensation Plans
Outstanding Options, Outstanding Options, (Excluding Securities
Plan Category Warrants And Rights Warrants And Rights Reflected In Column (a))
Equity Compensation Plans Approved by Security Holders 12,393,377 $ 36.29 8,845,753
Equity Compensation Plans Not Approved by Security
Holders -- -
TOTAL 12,393,377 $ 36.29 8,845,753
(1) Includes, in addition to outstanding stock options, 129,951 restricted stock units, 99,177 deferred shares, 12,739 director deferred share units that settle in shares, and 3,200,998 strategic
performance shares, which are reported at the maximum 200% payout rate. Also includes 919,158 shares of common stock underlying stock option awards granted under the
HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan and 26,304 shares of common stock underlying stock option awards granted under the NewQuest Holdings, Inc.
2005 Stock Option Plan, each of which was approved by the applicable company’s shareholders before Cigna’s acquisition of HealthSpring in January 2012.
(2) The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to Cigna’s acquisition of HealthSpring, Inc. have a weighted-
average exercise price of $16.79. Excluding these assumed options results in a weighted-average exercise price of $38.59.
(3) Includes 399,038 shares of common stock available as of the close of business December 31, 2012 for future issuance under the Cigna Directors Equity Plan and 8,446,715 shares of
common stock available as of the close of business on December 31, 2012 for future issuance under the Cigna Long-Term Incentive Plan as shares of restricted stock, strategic performance
shares, shares in payment of dividend equivalent rights, shares in lieu of cash payable under the Company’s other short- and long-term incentive compensation plans and non-tax qualified
supplemental retirement benefit plans, or shares in payment of SPSs or SPUs.
The information under the captions ‘‘Stock held by Directors, Nominees and Executive Officers’’ and ‘‘Largest Security Holders’’ in Cigna’s proxy
statement to be dated on or about March 15, 2013 is incorporated by reference.
Certain Relationships and Related Transactions
The information under the caption ‘‘Certain Transactions’’ in Cigna’s proxy statement to be dated on or about March 15, 2013 is incorporated by
reference.
Principal Accounting Fees and Services
The information under the captions ‘‘Policy for the Pre-Approval of Audit and Non-Audit Services’’ and ‘‘Fees to Independent Registered Public
Accounting Firm’’ in Cigna’s proxy statement to be dated on or about March 15, 2013 is incorporated by reference.
CIGNA CORPORATION - 2012 Form 10-K 131
ITEM 12
ITEM 13
ITEM 14